Saudi listed securities now open to all foreign investors

The Capital Market Authority (the CMA) has issued amended Rules for Foreign Investment in Securities, which will take effect from 1 February 2026. These changes mark a further and material liberalisation of foreign access to Saudi Arabia’s listed markets.

Removal of the Qualified Foreign Investor (QFI) regime

The most significant development is the removal of the Qualified Foreign Investor (QFI) construct, which previously imposed thresholds on foreign investors seeking direct access to listed securities.

Under the amended rules, any foreign investor, whether a natural person or a legal entity, and whether resident in the Kingdom or not, may now access Saudi listed securities directly, without having to satisfy any minimum financial threshold criteria. This places foreign investors on a materially more equal footing with domestic and GCC investors from an access perspective, subject to ownership limits summarised below.

Ownership thresholds – headline limits remain

While access has been broadened, the CMA has retained certain ownership caps at the issuer level. In particular, a foreign investor (other than a foreign strategic investor) may not own more than 10% of the shares of a listed issuer, and aggregate foreign ownership (across all foreign investors, excluding foreign strategic investors) is capped at 49% of the issuer’s shares. These thresholds operate alongside any sector-specific restrictions or limits set out in a listed company’s by-laws.

Local broker readiness and onboarding arrangements

From an operational perspective, the changes place renewed emphasis on broker readiness. Saudi based brokers will need to ensure that they have appropriate onboarding and reliance arrangements in place with foreign institutions to support foreign investors onboarding.

In particular, the rules continue to permit reliance on foreign financial institutions for client due diligence and onboarding, provided that such reliance is structured in compliance with the Anti-Money Laundering Law and its implementing regulations (AML). This will be a key enabler for brokers seeking to onboard overseas clients efficiently while maintaining regulatory compliance. We have advised extensively on reliance frameworks, onboarding structures and contractual updates since the introduction of the original QFI regime and are well placed to support brokers and market participants as they adapt to this latest phase of market opening.

In parallel and importantly, brokers should review and update their terms of business to ensure that they clearly accommodate foreign investors.

Foreign brokers, FIs and international platforms

For foreign brokers, the change removes a structural barrier to market entry and shifts the focus squarely to access architecture. The key question is no longer investor eligibility, but how to connect efficiently and compliantly into the Saudi market.

Foreign brokers should be assessing how to leverage local Saudi infrastructure, including partnering with licensed Saudi brokers and service providers for onboarding support, execution and regulatory interfacing. At the same time, firms may consider structured order-routing or intermediation arrangements that channel foreign client activity into the Saudi market through local brokers.

These models require careful structuring to align with Saudi capital markets regulation and AML reliance rules. We have advised extensively on comparable access frameworks since the introduction of the original QFI regime and would be very happy to support foreign brokers in designing and implementing compliant market access solutions.

Please do not hesitate to contact us if you would like to discuss the implications of these changes for your business or client base. We would be very happy to walk through the new regime and the practical steps required in more detail.